DocuSign Envelope ID: A15F2301-4F89-46E9-A4C4-DCDF7FFAD5D0

2021 Employment Agreement

Between Florida State University and
Charlton Young

THIS 2021 EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered effective as
of the 1st day of July, 2021 (the “Effective Date”) by, between, and among Florida State University Board
of Trustees, a public body corporate of the State of Florida, acting for and on behalf of Florida State
University (“University”), and Charlton Young (the “Employee”) (collectively, the “Parties”).

WITNESSETH:

WHEREAS, the University wishes to employ the Employee as its Assistant Men’s Basketball
Coach under the terms of this Agreement; and

WHEREAS, the Employee has agreed to be employed under the terms of this Agreement; and

WHEREAS, the parties intend for this Agreement to supersede and replace any and all other prior
or existing employment contracts or agreements, including amendments and/or addenda thereto, if any,
between the University and the Employee; and

WHEREAS, the parties hereto have had the opportunity to obtain independent legal, financial,
and other advice pertaining to this Agreement.

NOW THEREFORE, in consideration of the mutual covenants, conditions, and promises

contained herein, other good and valuable consideration, and the foregoing, which are fully incorporated
herein and made a part of this Agreement, the parties hereby agree as follows:

I. EMPLOYMENT

The University hereby employs the Employee and the Employee hereby agrees to serve the
University as its Assistant Men’s Basketball Coach in accordance with the terms and conditions contained
in this Agreement, and with the duties, responsibilities and functions assigned to that position as set forth
herein and in the University’s listed position description, and as Employee may from time to time be
reasonably directed by the University’s Head Men’s Basketball Coach (the “Head Coach”) or the Director
of Intercollegiate Athletics (the “AD”). The employment shall be in the Administrative and Professional
category, non-tenure earning, and subject to the Constitution and Laws of the State of Florida and the
United States, and the rules, regulations, policies, and procedures of the Florida Board of Governors and
the University (“University Rules”), as amended from time to time, as well as the provisions of this
Agreement. The Employee shall act under the general supervision of and shall report to the Head Coach
with respect to the performance of Employee’s duties. Employee shall be responsible to the Head Coach
and AD with respect to all matters related to Employee’s employment.

II. TERM

A. The term of this Agreement shall be for a period beginning on the Effective Date and ending on
June 30, 2023 (the “Total Term”), unless sooner terminated in accordance with the terms of this
Agreement. For purposes of this Agreement, the Total Term shall consist of two Contract Years. The
First Contract Year (or “Contract Year One”) shall begin on the Effective Date and end on June 30, 2022.

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The Second Contract Year (or “Contract Year Two”) shall begin on July 1, 2022 and end on June 30,
2023.

B. As of the first day of the Total Term hereof, (i) this Agreement shall supersede and replace any
and all other prior or existing employment contracts or agreements, including amendments and/or
addenda thereto, if any, between the University and the Employee; and (ii) any and all such prior or
existing employment contracts or agreements, including amendments and/or addenda thereto, if any, shall
thereafter be null, void, and of no further force or effect.

C. If another employment opportunity is presented directly or indirectly to Employee and/or any

individual, firm, or entity acting on Employee's behalf or should Employee be interested in other
employment during the term of this Agreement, Employee shall notify the Director or designee of such
opportunity or interest before any substantive discussions can be held by Employee and/or any individual
or entity acting on Employee's behalf with any potential employer. This provision is essential to this
Employment Agreement and violation thereof may be considered just cause for termination pursuant to
subsection V.B. below of this Agreement.

III. COMPENSATION

The Total Annual Compensation to be paid by the University to the Employee during each
Contract Year is the Base Salary set forth in Section III.A and the Additional Compensation set forth in
Section III.B.

A. Base Salary. For each Contract year during the Total Term of this Agreement, the University
shall pay Employee $200,000 as base salary (“Base Salary”) for Employee’s duties and responsibilities
hereunder. All salary and compensation payable to Employee hereunder shall be bi-weekly, subject to
customary and applicable withholding and deductions, pursuant to the requirements of law and University
regulations and policy, and the terms of § 1012.976, Florida Statutes, if applicable. Any and all pay
increases are at the AD’s discretion, and Employee’s Base Salary shall not be increased in accordance
with any across-the-board salary increase authorized or mandated for University employees by the State
of Florida or the University. Furthermore, only the Base Salary as stated in this paragraph shall be used in
calculating benefits under Chapter 121, Florida Statutes.

B. Additional Compensation.

Subject to the limitations imposed by this section of the Agreement, University Regulations and
Policies, and in compliance with all present or future legislation, rules, regulations, directives, written
policies, bylaws, and constitutions, and official or authoritative interpretations thereof, and any and all
amendments, supplements, or modifications thereto promulgated hereafter by the NCAA or the ACC, the
University shall pay Employee as additional compensation (“Additional Compensation”) the following
amounts during the following periods:

Period Additional Compensation

07/01/2021 – 12/31/2021 $76,718.05
01/01/2022 – 09/30/2022 $122,577.07
10/01/2022 – 06/30/2023 $130,077.07

All compensation payable pursuant to this Section III.B is payable over the particular Contract
Year in bi-weekly payments, taxable as supplemental wages, and is subject to required deductions and

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applicable withholdings for federal, state, and local taxes, and is contingent upon Employee’s reasonable
and satisfactory performance of the following duties:

1. Radio, Television, Media, and Sponsorships. As consideration for compensation provided

herein, the Employee, if requested, shall make reasonable efforts to personally appear on
television and radio programs produced by the University or its designee in connection
with the University's Intercollegiate Athletics Program (the “Shows”). The Employee
agrees to fully cooperate with the University in connection with the Shows and to make
Employee available at all reasonable times, not disruptive to Employee’s primary duties,
required in conjunction with the filming, taping and broadcasting of the Shows. The
Employee shall perform all obligations to any Show in a manner to reflect well on the
Employee and the University. The University and/or its designee reserves all rights to
use, ownership, and artistic and production control of all Shows. The University or its
designee shall have the exclusive right to negotiate and contract with third parties for the
production and marketing of the Shows, to negotiate and contract with program sponsors
for commercial endorsements by Employee, and to authorize the use of such endorsement
both during the program and at other times. The University or its designee shall have the
exclusive right to receive and retain all revenue from program sponsors for commercial
endorsements used during the Shows. Employee shall make reasonable efforts to contact
sponsors personally to increase advertising revenue and shall make reasonable efforts to
make commercial endorsements of program sponsors' products or services as part of
Employee’s obligation hereunder. In addition, Employee shall comply with the Head
Coach’s or AD’s requests to participate in any additional University activities and/or the
activities its Media Rights Holder including any associated marketing or other
development activities. Employee shall not appear without the prior written approval of
the AD or the AD’s designee in any competing television or radio programs during the
term of this Agreement except routine news media interviews for which no compensation
is received, nor shall Employee associate the University's name, logos, or trademarks
with any endorsement of products or services other than as provided herein or as
otherwise designated by the University or its media representative.

2. Speaking Engagements and Public Relations. Employee shall participate in speeches and
public relations contacts with alumni, supporters, civic, community groups, and as
otherwise requested by the Head Coach or AD. Employee shall exercise efforts of due
diligence and devote such personal time as is customarily exerted by comparable persons
in Employee’s position in the promotion of athletic programs of the highest quality at
other institutions of higher education engaged in NCAA Division I competition. In
addition, Employee agrees to promote non-athletic endeavors of the University.

3. Apparel, Shoe, Equipment, and University Contracts. Employee agrees to be bound by,
endorse, and participate in any contract between the University, its Department of
Intercollegiate Athletics ("Department"), its supporting foundations, and University-
approved marketing contractors, and any manufacturer, seller, or vendor of athletically-
related apparel, shoes, equipment, and other athletically-related products and agrees to be
bound by any other contracts between the University, its Department, its supporting
foundations, and University-approved marketing contractors and any manufacturer,
seller, or vendor.

4. University’s Right to Use or Authorize the Use of Employee’s Name, Image, and
Likeness. As consideration for the compensation provided herein and notwithstanding
anything to the contrary contained in this Agreement, the parties covenant and agree that

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the University shall have the right to use the Employee's name, likeness, facsimile, and
image for any reasonable purpose including to promote the Department and the
University, for the production, promotion, and marketing of Shows, as well as with
respect to any contracts or sponsorship agreements entered into between the University
and its athletic conference, for any game, as well as, any agreement or commitment
entered into between the University and any sponsor, manufacturer, media rights
company, or vendor. The Employee covenants and agrees that Employee shall not have
the right to enter into any endorsement or consulting agreements with any competitors of
the University's exclusive sponsors, manufacturers, media rights companies and/or
vendors of athletic apparel, shoes or other products or services. Further, Employee
covenants and agrees that the University owns and controls all rights to designate the
apparel, shoes, and equipment to be used by the Department as well as all media rights to
the institution's athletics programs.

C. Cell Phone. Employee shall be eligible to participate in the Department cell phone program, as it
may be amended from time to time. The University, in its sole discretion, may elect to provide Employee
with a cell phone and related service, or a cell phone stipend in an amount similar to that provided by the
University to other University employees. Any cell phone device provided to Employee by University or
its Department shall be returned to the University upon termination of this Agreement for any reason.
Similarly, any University-provided cell phone service plan shall terminate on the last day of Employee's
employment with the University. Employee acknowledges that the value of the cell phone benefit
provided by the University hereunder will be reported as income and that Employee shall be responsible
for payment of any income taxes associated with said benefit.

D. Vehicle Allowance. University shall pay Employee a car allowance in the amount of Six
Hundred Fifty and 00/100 Dollars ($650.00) per full month (prorated for any partial months) during the
Total Term, subject to customary and applicable withholding and deductions, pursuant to requirements of
law and University regulations and policy. The monthly installments will be paid in the second paycheck
of the month during the Total Term and shall cease upon termination of this Agreement. Employee
acknowledges that the vehicle allowance will be reported as income and that Employee shall be
responsible for payment of any income taxes associated with the vehicle allowance. Employee shall be
responsible for paying any and all additional costs and expenses associated with obtaining, maintaining,
and operating Employee’s vehicle (including, but not limited to, registration, sales tax, automobile
insurance, gas, and vehicle maintenance).

E. Post-Season Bonuses. Employee shall be eligible for Post-Season Bonus payments, if applicable,
according to the Department Bonus Policy, as may be amended from time to time. All compensation
payable to Employee hereunder shall be subject to required deductions and applicable withholdings for
federal, state, and local taxes, pursuant to requirements of law and University policy.

F. Outside Employment.

Employee shall devote Employee’s entire productive time, ability, and attention to Employee’s
University duties and responsibilities during the Total Term of this Agreement. Employee shall not
directly or indirectly render services or work of a business, commercial, or professional nature to any
other person, business or organization whether for compensation or otherwise except as specifically
permitted under this Agreement. Employee may engage in outside employment that will affirmatively
contribute to Employee’s professional advancement or correlate usefully with Employee’s University
work subject to the terms set forth in this Agreement as approved by the Head Coach and AD. During the
Total Term of this Agreement, the Employee agrees that Employee will not personally or through any
agent or other person seek, negotiate for, or accept other full-time or part time employment of any nature

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during the term of this Agreement without having first obtained the written permission of the Head Coach
and AD, which permission may be withheld or conditioned. The University or its designee reserves the
right to negotiate the terms and conditions of the Employee's outside employment on behalf of and with
the approval of the Employee, which approval shall not be unreasonably withheld.

The Employee shall not engage in outside employment that conflicts with or interferes in any way
with the full and satisfactory performance of Employee’s duties and assignments as Assistant Men’s
Basketball Coach. The Employee's outside employment shall comply with all applicable policies, rules,
and regulations of the NCAA, ACC, the Board of Governors, and the University. Employee further
acknowledges that, as required by NCAA Regulations, all related income from sources outside the
institution, including but not limited to, income from annuities, housing benefits, complimentary tickets
sales, television and radio programs, and endorsement or consultation contracts, if any, shall be verifiably
reported to the Head Coach and AD.

Outside employment activities are independent of the Employee's University employment and the
University shall have no responsibility or liability for any claims arising therefrom. In the event
University dismisses the Employee or terminates this Agreement, regardless of the reason or timing of
such action, the Employee shall have no claim or cause of action against the University or its guarantors
for loss of any contract or income Employee may have otherwise received from outside employment,
including but not limited to, consequential, incidental, punitive or any other types of damages of any
nature.

The Employee agrees and covenants not to seek out or engage in any outside employment that in
any way conflicts with any and all contracts held by the University or its affiliates. The Employee's
outside employment shall be in good taste and shall not be detrimental to the reputation, mission or
interests of the University. The University agrees that, during the Total Term of this Agreement, the
Employee may utilize Employee’s name and title in connection with permissible and approved outside
employment and may also utilize terms signifying Employee’s role as an Assistant Men’s Basketball
Coach at the University. However, without express written permission of the Head Coach and AD,
Employee may not use in connection with such outside employment any logo of the University or any
other such symbol, insignia, indicia, trademark, or service mark, whether now or hereafter in existence,
which suggests a relationship with the University or its athletic programs or which is or could be
protected by any University copyright, trademark or other registration. The Employee, without such
written permission of the Head Coach and AD, shall not develop, endorse, or market any other logo,
symbol, insignia, indicia, trademark, or service mark which would or could compete with those of the
University, its affiliates, and/or any media rights holder or company. Any permissions granted to the
Employee to use any University logo, symbol, insignia, indicia, trademark, or service mark shall be non-
exclusive, non-transferable, and non-sub-licensable, and shall expire automatically upon termination or
the expiration of this Agreement.

IV. DUTIES AND RESPONSIBILITIES

In return for the compensation and payments set forth in Section III above, and in addition to any
other duties and responsibilities as set forth in this Employment Agreement, Employee agrees to
undertake and perform properly, efficiently, and to the best of Employee’s ability, the duties and
responsibilities of the position of Assistant Men’s Basketball Coach for the University. Employee’s duties
and responsibilities shall include, but are not limited to, the following usual and customary head coaching
activities:

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A. Assisting the Head Coach to achieve, in an efficient and effective manner, the goals and
objectives of the University's Men’s Basketball as established by the Head Coach in consultation
with the AD. Said goals and achievements shall be in concert with the mission of the Department
and the University, including the planning, development, implementation, and maintenance of the
highest caliber, top-ranked NCAA Division I basketball program characterized by excellence,
exemplified by academic achievement and the development of character, maturity and a sense of
fair play.

B. Assisting the Head Coach to maintain and observe the principles of institutional control over
every aspect of the Program and recognizing and respecting the attendant University relationships
and organizational structure. Employee shall require and use his best efforts to assist Head Coach
in ensuring that institutional control of the Program is sustained through the development,
implementation, and maintenance of a vigorous and effective program for compliance with and
enforcement of all applicable NCAA and ACC regulations.

C. Assisting in the recruitment of student athletes as requested by the Head Coach consistent with all
applicable NCAA and ACC regulations.

D. Employee shall perform Employee’s duties and responsibilities under this Agreement to the
reasonable satisfaction of the Head Coach and AD, including but not limited to, all
responsibilities ordinarily associated with and performed by a Assistant Men’s Basketball Coach
at a member institution of the ACC or other major NCAA Division I institution. Employee shall
perform all job responsibilities set forth in this Agreement and assigned by the Head Coach;
planning, developing, teaching, and supervising student-athletics in practices, games, and off-
season training activities; assisting in the development and implementation of recruiting plans and
strategies consistent with all applicable NCAA and ACC regulations; and in general shall be
responsible for assisting the Head Coach in evaluating, recruiting, training, conditioning,
instructing, supervising, disciplining, and coaching student­athletes to prepare them to
successfully compete in the ACC and against major college competition on a national level.

E. Assisting in the development, direction, implementation and maintenance of a fundraising

program for the benefit of the University and the Department.

F. Requiring and using Employee’s best efforts to ensure that the Employee and Department
personnel under Employee’s direct or indirect supervision and control abide by and comply with
all laws, rules, and Regulations of the NCAA, ACC, and the University. Employee recognizes
Employee’s affirmative obligation to, and is fully committed to, cooperate fully in any NCAA
infractions process, including the investigation and adjudication of NCAA infractions;

a. For the purposes of this subsection, "Regulation" shall mean any current or future law,
rule, regulation, or interpretation of any thereof by the NCAA, the ACC, any other
athletic conference in which the University's Intercollegiate Athletics Programs should in
the future participate, or any other governing body hereafter having regulatory authority
relating to the Department's programs as well as any applicable laws enacted by the State
of Florida and the U.S. Congress governing intercollegiate athletics. In the performance
of Employee’s duties and responsibilities hereunder, and in addition to ensuring that all
personnel under Employee’s supervision are apprised of the Regulations and that said
personnel are instructed to comply strictly with the Regulations, the Employee covenants
and agrees to personally comply with, and to promote compliance by all Athletics
personnel, student athletes, and athletic program supporters with the Regulations,
including those relating to recruiting and furnishing unauthorized extra benefits to

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recruits and student athletes, including without limitation, the purchase and sale of game
tickets and furnishing unauthorized transportation, housing, and meals, and with the laws
and Regulations relating to sports agents, gambling, betting, bookmaking, and the illegal
sale, use, or possession of controlled substances, narcotics, or other chemicals or steroids.

b. The Employee warrants to the University that Employee is familiar with and understands
all of the existing Regulations. Employee shall remain familiar with and shall understand
all amendments to the Regulations. If the Employee has knowledge of, or has reasonable
cause to believe that a violation of any Regulation, University Policy, or other law has
taken place, the Employee shall inform the Head Coach, provided that if the Head Coach
appears to be responsible for the violation, the Employee shall immediately notify the
AD, as well as take any necessary measures to bring the University into compliance with
all Regulations, University Rules, and other laws, to report any violations as required,
and to take any such action to prevent a reoccurrence of any such violation. The
Employee shall assist the Head Coach in the establishment of an effective program to
educate the University's personnel, athletes, and supporters of athletic programs to further
ensure compliance with all Regulations.

c. The Employee fully acknowledges that current Regulations require Employee’s

stipulation that if Employee is found in violation of NCAA regulations Employee shall be
subject to disciplinary or corrective actions as set forth in the provisions of the NCAA
enforcement procedure, and the Employee hereby so stipulates. The parties acknowledge
that this requirement is of paramount importance, and should Employee or any personnel
under Employee’s responsibility commit any major NCAA violation hereunder which is
also attributable to the Employee because of the Employee's failure to promote an
atmosphere of compliance or properly monitor activities and which could result in
sanctions being imposed on the University, or should the Employee fail to monitor
activities which lead to the reporting or discovery of a major violation, such act or failure
to act shall be considered a substantial breach of this Agreement and the University shall
have the option, in addition to any other available remedies, to unilaterally terminate this
Agreement by giving the Employee thirty (30) days written notice of such termination.
This remedy of termination of the Agreement by University hereunder may be imposed
prior to a preliminary finding of violation by the NCAA pursuant to its Regulations.
Furthermore, the Employee agrees that upon a preliminary finding of violation by the
NCAA pursuant to its Regulations, Employee may be suspended from Employee’s duties
by the University pending a final determination of that violation. Upon the expiration of
the said thirty (30) day period, all financial and other obligations whatsoever by the
University thereafter accruing to the Employee hereunder shall cease.

G. Reasonably assisting with alumni and supporter activities.

H. Reasonably cooperating with news media.

I. Acting and speaking positively about the University, its Department and athletic programs, in
private and public forums.

J. Performing duties and responsibilities while comporting at all times in a professional and
personal manner consistent with good sportsmanship and with the high moral, ethical and
academic standards of the University and the Department, the ACC, and the NCAA. At no time
shall the Employee be involved in discreditable conduct that is inconsistent with professional

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standards of the University, or that is seriously prejudicial to the best interests of the University,
or that violates the University's mission.

K. Exercising due care such that any personnel under Employee’s responsibility or direct or indirect
supervision shall comport themselves in a similar manner as stated in subsection IV.J.

L. Making every reasonable effort to ensure that all student athletes' academic requirements are met
in cooperation with and in support of the University faculty and administration.

M. Making every reasonable effort to participate and cooperate in endorsements, consultations,

public appearances and other related duties as required by various University contracts and
agreements including but not limited to those between the University and Learfield
Communications, LLC/Seminole Sports Properties, LLC, and between the University and NIKE,
Inc., the provisions of which the Employee acknowledges full familiarity and understanding.

N. Conducting such travel as is necessary to carry out Employee’s official duties accordingly. In this
regard, the Employee shall be entitled to reimbursement for such transportation and expenses
from the University, subject to budgetary constraints, the provisions of Florida Law, and prior
approval from the Head Coach and AD and in accordance with University Rules.

O. Performing the duties identified in Employee's position description, which shall include, to the
extent assigned by the Head Coach, sole or shared responsibility for the making of customary
coaching decisions such as the development and implementation of the systems and strategies
used on the playing field, conduct of practice and training, selection of student athletes for the
Program, development of the players, and all other matters relating to Program practice and
competition, as well as all the duties and responsibilities customarily rendered by a coach of the
same position at an institution of similar size and nature, and other duties as assigned from time-
to-time by the Head Coach.

P. Acting in compliance with the University's Trademark Licensing Program. Any use by Employee
of the University's name, trademarks, logos or other marks shall be pursuant to the requirements
of this Agreement and the policies of the University’s Trademark Licensing Program.

Q. Acting in compliance with Federal and State laws and University Rules against discrimination.
The Employee warrants that Employee is aware of such laws, regulations and policies in the
admission, education, program participation and graduation of students; in the providing of
financial assistance for students; and in the appointment, training, promotion, discharge and all
other aspects of employment, on the basis of race, color, religion, sex, age, national origin, status
as a military veteran, qualified disability, marital status, sexual orientation, gender identity,
gender expression, or any other protected group status. The Employee shall comply with and
provide leadership to the University in attaining the University Rules and goals in this and other
areas, as they may be modified from time to time.

R. Acting in compliance with all Federal and State laws and University Rules, as amended from time
to time. The Employee will honor and comply with all current and future Federal and State laws
and University Rules. The Employee shall also endeavor to ensure that all personnel for whom
Employee is administratively responsible, shall comply with the aforesaid policies, rules and
regulations.

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S. Supporting, abiding by, and promoting the University's academic standards and policies,
including any future academic standards, and policies adopted by the University, in all aspects of
Employee’s duties as set forth herein.

T. Preserving the University's reputation and dignity. The Employee shall not disclose or use any
secret, proprietary, or confidential information about the University or its business affairs or
activities, all of which shall be deemed "confidential information," except during the term hereof
and then only for the benefit of the University. The Employee, as a nationally recognized and
notable spokesperson for intercollegiate athletics and education, shall support the mission,
policies, and decisions of the University and its administration in all of Employee’s dealings and
activities with the public.

U. Employee warrants and represents that, prior to the execution of this Agreement, Employee has
fully disclosed to the AD any information Employee has relating to: 1) any and all current or past
investigations of alleged violations of conference or NCAA rules or regulations, or of any federal
or state laws or regulations, in which Employee has been involved, or in which Employee has
been alleged to have been involved, directly, indirectly, as a witness or in some other capacity; 2)
any lawsuits filed against Employee in Employee’s official or personal capacity arising out of any
of Employee’s prior employment relationships; 3) any and all instances in which Employee was
investigated for misconduct related to the performance of Employee’s employment, including any
alleged inappropriate misconduct involving former co-workers or student athletes under
Employee’s direction; and 4) any and all past criminal charges regardless of disposition.

V. Complying with, and promoting an atmosphere of compliance with, state, federal, and NCAA
laws, rules, and regulations related to student-athlete compensation for name, image, and
likeness.

V. TERMINATION OF EMPLOYMENT AGREEMENT

A. Termination by the University. Subject to the pertinent paragraphs of this Section V., the
University may terminate this Agreement on or before the end of the Total Term, during any portion of
any Contract Year, or on or before the end of any extension thereof, for Cause herein defined and with
notice pursuant to paragraph B below of this Section V, or without Cause and with notice as provided in
paragraph D. below of this Section V.

B. Termination for Cause. The University may terminate this Agreement for "Cause," which shall
be defined to mean the occurrence or existence of any one or more of the following, at any time upon
written notice, and the parties agree that each of the following numbered clauses shall be applied
independently of the others and no single clause is intended, nor shall it be deemed, to limit or affect the
interpretation of any of the other clauses:

1. The Employee's refusal to perform, neglect of, inattention to, or deliberate and serious violation
of Employee's duties or responsibilities specified in this Agreement;

2. Insubordination;

3. The Employee’s failure to comport at all times in a manner consistent with good sportsmanship
or the high moral, ethical or academic standards specified in this Agreement and University
Rules;

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4. The Employee's conduct resulting in Employee’s conviction of, or pleading guilty or nolo
contendere to, regardless of adjudication, the violation of a criminal statute whether or not
relating to the Employee's employment and whether or not relating to any action and/or omission
during the period of Employee's employment or, if not disclosed by the Employee to the
University or its designee in writing prior to the execution of this Agreement, at any other time in
the Employee's life. For purposes of termination of this Agreement for cause, the parties agree
that the conviction or plea will serve as conclusive evidence of the commission of the alleged
crime by the Employee;

5. The Employee's conduct, whether or not relating to the Employee's employment, which is
inimical to or not in the best interest of the University, causes damage to the reputation or dignity
of the University or its athletics program, or which violates the University's mission, interests,
policies, and/or regulations;

6. The Employee's fraud and/or dishonesty in entering into, or in the performance of the Employee's
duties and/or responsibilities under this Agreement, and/or if not disclosed by the Employee to
the University in writing prior to the execution of this Agreement, the Employee's fraud and/or
dishonesty in any other context, whenever occurring and whether or not relating to the
Employee's employment, that may adversely reflect on and/or affect the reputation, mission,
and/or interests of the University;

7. The failure of the Employee or any other person under Employee’s supervision and direction to
comply with applicable standards or regulations of the ACC or the NCAA, federal or state law, or
University Rules, as amended from time to time;

8. The Employee’s material breach of any provision of this Agreement;

9. The Employee’s failure to fully cooperate in the enforcement and implementation of any drug
testing and/or education program established by the University, the ACC, the NCAA, and/or
pursuant to federal or state law that is applicable to student athletes and/or other employees of the
University;

10. The Employee's conduct or performance, which in the University's sole determination is not in
the best interest of the University and the Department and that requires the Employee no longer
retain the position of Assistant Men’s Basketball Coach;

11. Failure by Employee to respond accurately and fully, to the best of Employee’s ability within a
reasonable time, to any request or inquiry relating to the performance of Employee’s duties
hereunder or the performance of Employee’s duties during any prior employment at any other
institution of higher learning propounded by the University, NCAA, the ACC or other governing
body having supervision over the athletic programs of University or such other institution of
higher learning, or required by law, governing athletic rules, or University Rules, as determined
by University;

12. Employee’s instruction to any employee, student or other person to respond inaccurately or
incompletely to any request or inquiry concerning a matter relevant to University’s athletic
programs or other institution of higher learning which shall be propounded by University, the
NCAA, the ACC or other governing body having supervision over the athletic programs of the
University or such other institution of higher learning, or required by law, governing athletic rules
or University Rules, as determined by University;

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13. Soliciting, placing or accepting by Employee of a bet on any intercollegiate or professional

athletic contest, or permitting, condoning or encouraging by Employee of any illegal gambling,
bookmaking or illegal betting involving any intercollegiate or professional athletic contest
whether through a bookmaker, a parlay card, a pool or any other method of organized gambling;
or furnishing by Employee of information or data relating in any manner to any sport to any
individual known by Employee to be or whom Employee should reasonably know to be a
gambler, better or bookmaker, or an agent of any such person, or the consorting or associating by
Employee with such persons, as determined by University;

14. Failure by Employee to report promptly to the Head Coach or AD in writing any violations or
potential violations known to Employee of governing athletic rules or University Rules including,
but not limited to, those by Employee, the assistant coaches, students or other persons under the
direct control or supervision of Employee, as determined by University.

15. Failure by Employee to make any disclosure required by subsection IV.T, which is known by
Employee at the time of the execution of this Agreement.

16. Employees conduct or performance, which in the University’s sole determination, violates or is
deemed a failure to fulfill the Duties and Responsibilities set forth in Section IV. of this
Agreement.

17. Termination pursuant to Section IV.E.C. of this Agreement.

C. Effect of Termination for Cause. In the event this Agreement is terminated for Cause, as herein
defined, this Agreement shall at once cease and terminate, and the Employee shall be subject to
immediate dismissal at the University's discretion. Further, the University shall be under no further
financial or other obligation whatsoever to the Employee, except to pay Employee such amounts as are
due Employee for actual services already rendered up to the date of the termination. The Employee shall
have the right, upon written request, for an opportunity for review and hearing before the University
President or President’s designee relative to any termination of this Agreement for Cause. This right shall
be the Employee's exclusive opportunity for review and hearing relative to any termination of this
Agreement for Cause and the Employee hereby waives Employee’s right to any other hearing provided in
the Florida Administrative Procedures Act, Chapter 120, Florida Statutes, as amended, or in any rules,
policies or regulations of the Florida Board of Governors and the University, as amended from time to
time. The determination of the University President in such case shall constitute final agency action.

D. Termination By University Without Cause.

The University, in its sole discretion, shall have the right to terminate this Agreement without
Cause at any time upon written notice to the Employee of such termination. Notwithstanding any terms or
provisions of this Agreement which might be interpreted to the contrary, or unless otherwise specifically
agreed to in writing, Employee’s employment relationship with the University shall terminate upon
delivery of the notice of termination or as otherwise set forth in the notice of termination.

If the University terminates this Agreement without Cause, the University, and if applicable, the
University and the Florida State University Athletics Association, Inc. (“FSUAA”) shall collectively pay
Employee liquidated damages, in lieu of any and all other legal remedies or equitable relief, in an amount
equal to 85% of the Total Annual Compensation as set forth in subsection III.A. and III.B., that would be
due during the period beginning on the date of termination and ending on the last day of the otherwise

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unexpired Total Term, subject to any required deductions and applicable withholdings for federal, state,
and local taxes (hereinafter “Termination Amount”).

Upon notice to the Employee by University of its election to terminate pursuant to this subsection
V.D., the Employee shall be obligated to mitigate the University's financial obligation by immediately
utilizing Employee’s best efforts to obtain full-time subsequent employment in a comparable position,
which is not limited to a head coaching position at a Power Five Conference institution. This obligation
includes a duty to seek a market-rate salary, which is more than nominal compensation, for the
subsequent employment. Upon request, Employee shall provide information related to all efforts to obtain
subsequent employment and all offers of employment, including informal offers to gauge interest, that
have not been accepted or pursued by Employee, and any other information reasonably requested by the
University pertaining to Employee’s duty to mitigate.

If Employee obtains other employment after the termination date (“Subsequent Employment”),
Employee shall promptly provide written notice to the University describing the position(s), the annual
gross cash salary, all other compensation and income, all other benefits and conditions of employment,
and provide University a copy of any employment agreement. In the event the Employee secures
Subsequent Employment, Termination Amount shall be reduced on a dollar-for-dollar basis by the total
amount earned by the Employee in such Subsequent Employment, including but not limited to yearly
salary and other compensation.

Payment of the Termination Amount shall be as follows. The University shall only pay Employee
the portion of the Termination Amount equal to or less than 20 weeks of the Total Annual Compensation
as set forth in subsection III.A. and III.B. The University may elect, in its sole discretion, to pay the
amount payable by University in either equal bi-weekly or equal monthly payments prorated over the
otherwise unexpired Total Term, with the first payment hereunder commencing two weeks after such
notice to the Employee by the University or in one lump sum payment within 60 days of the date
Employee is terminated. If the Termination Amount is greater than 20 weeks of the Total Annual
Compensation as set forth in subsection III.A. and III.B., that portion of the Termination Amount (the
“Remaining Termination Amount”) shall be paid pursuant to a separate agreement between the Employee
and the FSUAA, a not-for-profit corporation organized under Chapter 617, Florida Statutes, and a direct
support organization of University pursuant to Section 1004.28, Florida Statutes (such agreement to be
concurrently executed with this Employment Agreement). The foregoing obligations of the parties set
forth in this subsection V.D. shall survive termination of this Agreement. In no event shall Employee be
entitled to receive collectively from University and FSUAA an amount greater than the Termination
Amount minus the dollar-for-dollar offset described herein.

Except as provided in this subsection V.D., Employee will be not be entitled to any other
compensation, employment benefits or other benefit(s) set forth in this Agreement, and Employee does
hereby waive and release the University, its Board of Trustees, administrators, employees, and agents
from any and all claims of any nature whatsoever, which may arise by reason of such termination,
including, but not limited to any benefits of employment or other income which may accrue to Employee
by reason of Employee’s position. The Parties have bargained for and agreed to this liquidated damages
provision, giving consideration to the fact that termination of this Agreement by the University without
Cause prior to its expiration may cause the Employee to lose certain benefits and compensation associated
with Employee's employment at the University, which damages are extremely difficult to determine with
certainty or fairly or adequately. The parties further agree that the payment of such liquidated damages by
the University and acceptance thereof by the Employee shall constitute adequate and reasonable
compensation to the Employee for the damages and injuries suffered by the Employee because of such
termination by the University, and shall not be construed as a penalty.

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If Employee is terminated without Cause, the University agrees to engage in a good faith
discussion and review regarding the applicability of Internal Revenue Code §409A and §457(f) to such
guarantee payment structure, and pending such review, agrees to make any necessary accommodations
(not to include any increase or decrease in the applicable amount) in such payment structure to comply
therewith.

This provision shall survive the termination of this Agreement by University pursuant to this
subsection V.D. and shall remain in full force and effect until the conclusion of the Total Term unless this
Agreement is sooner terminated pursuant to subsections V.B., V.E., V.G., or V.H. of this Agreement.

E. Termination by Employee Without Cause. Upon written notice, Employee may terminate this
Agreement without cause. Employee recognizes that the development of relationships with student-
athletes, administrators, coaches, alumni, and others is critical to the success of University's Athletics
Program; that Employee possesses and will further develop knowledge and expertise of special value to
the University; and that University will necessarily expend resources to support Employee in fulfilling
Employee’s responsibilities under this Agreement. Therefore, Employee acknowledges that if Employee
terminates this Agreement without cause prior to the end of the Total Term, the University will lose the
benefit of the relationships, knowledge, and expertise developed by Employee at University's expense. In
addition, University will incur administrative, recruiting, resettlement and other costs in replacing
Employee, as well as potentially increased compensation, costs, and losses of other revenues. Therefore,
as a consequence of early termination of this Agreement by Employee for any reason other than as
provided for in subsection V.G. or V.H. below, and notwithstanding other remedies available to the
University, Employee shall pay to University, as liquidated damages, an amount equal to the gross total
compensation as identified subsection III.A. and subsection III.B., times the number of years, including
any fraction thereof, remaining in the Total Term of this Agreement.

Employee shall pay University the liquidated damages within thirty 30 days of the date of
termination. The parties acknowledge and expressly agree that, it being impossible to ascertain or
estimate the entire or exact cost, damage, or injury that University may sustain by reason of such early
termination, the foregoing sums are mutually agreed on as compensation for the injury suffered by
University, and not as a penalty. This provision shall survive the termination of this Agreement by
Employee pursuant to this subsection V.E. and shall remain in full force and effect until the conclusion of
the Total Term unless this Agreement is sooner terminated pursuant to subsections V.B., V.D., V.G., or
V.H. of this Agreement.

Upon such termination by the Employee, the University shall be under no further financial or
other obligation whatsoever to the Employee, except to pay Employee such amounts as are due Employee
for actual services already rendered up to the date of the termination.

F. Other Effects of Termination. It is expressly understood that in the event of termination of this
Agreement, the University shall not be obligated or liable to the Employee for any lost endorsement
income, bonuses, or any other outside income from third parties.

G. Termination by Disability or Death. It is expressly understood and agreed that this is a personal
service agreement between the University and the Employee and that in the event of the incapacity of the
Employee, as certified by two physicians selected or approved by the University, or Employee’s untimely
demise, this Agreement shall terminate and the University shall have no further financial or other
obligation whatsoever hereunder except for the payment of Base Salary and Additional Compensation for
services provided up and including the date of termination.

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H. Termination by Mutual Agreement. This Agreement shall be subject to termination by mutual

agreement of the parties in writing at any time.

I. Post-Termination Activity. In the event of termination of this Agreement for any reason,
Employee agrees that Employee will not interfere with University’s student-athletes or otherwise obstruct
University’s ability to manage its student-athletes and its Program. If Employee violates this provision,
Employee will not be entitled to any post­termination benefits (including those specified in Section V.D.)
and will be required to return any that have been disbursed.

J. Termination Related to Head Coach. Employee’s employment as Assistant Men’s Basketball

Coach is directly tied to that of the Head Coach. If the current Head Coach (as of the Effective Date of
this Agreement), for any reason or in any manner, is terminated, resigns, ceases to perform the duties of
Head Coach, or the Head Coach’s employment agreement is terminated (by Head Coach or by University,
with or without cause), or otherwise is no longer the Head Coach at any time during Contract Year Two
of this Agreement, then University may terminate this Agreement by providing Employee with written
notice of termination pursuant to this Section V.J. Such termination shall not be considered to be without
Cause and University or, if applicable, FSUAA, will not owe Employee any amounts pursuant to Section
V.D., and University shall be under no further financial or other obligation whatsoever to the Employee,
except to pay him such amounts as are due him for actual services already rendered up to the date of the
termination.

VI. RESOLUTION OF DISPUTES, EQUITABLE RELIEF

A. Resolution Time Period. Specifically excepting actions for equitable relief as provided herein at
subsection VI.B., no action to enforce any of the provisions of this Agreement shall be filed in any court
until the party claiming to be aggrieved shall first have delivered to the other a written notice of intention
to file suit, including an outline of complaints. This notice shall be delivered at least 30 days before any
suit is filed, and the parties shall use that period to engage in good faith negotiations aimed at resolving
the dispute without litigation. This paragraph is not intended to limit or circumscribe the legal rights of
any party thereto, but rather to ensure that parties exhaust all avenues of seeking a mutually agreeable
accommodation of their differences before instituting litigation. In any situation where the terms of this
paragraph might affect the legal rights of any party hereto, the parties stipulate to appropriate extension of
limitation periods and other matters to eliminate any such potential effects.

B. Equitable Relief Appropriate. The parties recognize and agree that the Employee has
extraordinary and unique skill and ability, and Employee’s services cannot be readily or easily replaced or
the loss thereof adequately compensated for in money damages. The parties agree that a breach of this
Agreement by the Employee will cause irreparable injury to the University. Therefore, the University
shall have the right to obtain from any court having jurisdiction, such equitable relief as may be
appropriate, including a decree enjoining the Employee from participating in any activity which
constitutes a breach of this Agreement or enjoining the Employee from engaging in any athletic-related
activity not contemplated herein.

VII. GENERAL PROVISIONS

A. Governing Law and Venue. This Agreement shall be governed by and construed under the laws
of the State of Florida. Any action to enforce any of the provisions of this Agreement shall be filed in
Tallahassee, Leon County, Florida.

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B. Waiver. Failure to insist upon strict compliance with any term, covenant or condition of this
Agreement shall not be deemed a waiver of it. No waiver or relinquishment of a right or power under this
Agreement shall be deemed a waiver of it at any other time.

C. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the
validity or enforceability of any other provision.

D. Modification. This Agreement shall not be extended, changed or modified, except in a writing
duly executed by all parties hereto.

E. Binding Effect. This Agreement shall be binding upon the heirs, successors or assigns of the
parties hereto. The Employee's obligations under this Agreement, however, may not be delegated nor
assigned, except as provided for herein and consistent with University Rules.

F. No Anticipatory Assignment. Neither the Employee, Employee’s legal representative, nor any
beneficiary designated by Employee, shall have any right, without the prior written consent of the
University, to assign, transfer, pledge, hypothecate, anticipate, or commute, any payment to become due
in the future pursuant to any provision of this Agreement, to any person.

G. Entire Agreement. This Agreement constitutes the entire Agreement of the parties and there are
no conditions precedent or subsequent, amendments, oral agreements, or "side deals" which are not
described in this Agreement. If any other person has agreed or promised anything of value to the
Employee, the University shall not be liable for the value of such other agreement or promise, even if the
University has knowledge of such other agreement or promise.

H. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret
or construe its provisions.

I. Ambiguity. This Agreement has been negotiated by all parties with the advice of counsel and, in
the event of an ambiguity herein, such ambiguity shall not be construed against any party as the author
hereof.

J. University a State Instrumentality. It is expressly understood and agreed among the parties that
the University is an instrumentality of the State of Florida and that nothing contained herein shall be
construed as a waiver or relinquishment by the University to claim such exemptions, privileges and
immunities as may be provided by law.

K. Force Majeure. It shall not be considered a default and none of the parties shall be obligated to
perform its obligations hereunder in the event such performance is substantially delayed or prevented by a
Force Majeure, which shall be interpreted to mean any cause beyond the reasonable control of the party
affected, provided such cause is brought to the attention of the other parties immediately by said party.
Such cause shall include, but not be limited to, an act of God, disturbance, hostility, war, revolution,
strike, lockout, epidemic, accident, fire, wind or rain storm, flood, or any requirements of law.

L. Notice. All notices under this Agreement shall be in writing and shall be deemed to have been
given when delivered by certified United States mail, return receipt requested, with sufficient postage
prepaid thereon, or by hand delivery, and addressed as follows:

To University: David Coburn Copy To: Carolyn Egan

Director of Intercollegiate Athletics General Counsel
Florida State University Florida State University

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Athletics Administration 222 S. Copeland St.

403 Stadium Drive West Westcott Building, Suite 211
University Center D4200 Tallahassee, FL 32306
Tallahassee, FL 32306

To Employee: Charlton Young

Florida State University
University Center D4200
Tallahassee, FL 32306-2343

M. Counterparts/Facsimile Execution. The original and one or more copies of this Agreement may
be executed by one or more of the parties hereto, in which event, all of such executed copies shall have
the same force and effect as the executed original, and all such counterparts, taken together, shall have the
effect of an executed original. Further, the parties to this Agreement agree that the transmittal of
signatures fully or of signed copies of this Agreement by facsimile machine, or by electronic transmission
(e-mail), constitutes good and valid execution respecting this Agreement and is legally binding upon the
parties.

IN WITNESS WHEREOF, the parties have affixed their signatures on the date indicated below in
Tallahassee, Florida.

FLORIDA STATE UNIVERSITY EMPLOYEE

BOARD OF TRUSTEES, for and on
behalf of its Department of Athletics

By: By:

David Coburn Charlton Young

Vice President and Director of Assistant Men’s Basketball Coach
Intercollegiate Athletics
7/7/2021 | 9:10 PM EDT 7/7/2021 | 6:16 PM EDT
Date: Date:

Approved as to form and legal sufficiency:

7/7/2021 | 10:32 AM EDT

__________________________________
Craig D. Miller Date
Associate General Counsel
Florida State University

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